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                                                                   EXHIBIT 10.3B


                           PROFITS INTEREST AGREEMENT

         THIS PROFITS INTEREST AGREEMENT ("Agreement") is made and entered into
effective as of April 1, 2003, by and between CENTEX DEVELOPMENT COMPANY, L.P.,
a Delaware limited partnership ("CDCLP"), whose address is 2728 North Harwood,
Dallas, Texas 75201, Attn: Stephen M. Weinberg, and RICHARD C. DECKER
("Executive"), an individual whose address is 477 Wales Court, Coppell, Texas
75019.

                                    RECITALS

         A. Vista Properties Company (now known as Centex-Vista Properties), a
division of Centex Homes, a Nevada general partnership ("Centex-Vista"), and
Executive entered into an Employment Agreement dated as of July 26, 1996 (the
"1996 Agreement"). Executive and David Quinn, acting on behalf of Centex-Vista
and CDCLP, executed a Memorandum dated July 31, 1998 (the "Memorandum"), to
clarify that the terms of the 1996 Agreement apply to all activities of
Executive performed on behalf of Centex-Vista and CDCLP.

         B. Effective as of April 1, 2001, CDCLP and Executive entered into a
new Employment Agreement (the "Original 2001 Agreement"), which replaced, in its
entirety, the 1996 Agreement and the Memorandum. The Original 2001 Agreement was
modified by a First Amendment to Employment Agreement dated December 19, 2002
(the "First Amendment"), which, among other things, provided for the termination
of the Original 2001 Agreement as of close of business on March 31, 2003. (The
Original 2001 Agreement, as modified by the First Amendment, is referred to as
the "2001 Agreement".)

         C. CDCLP and Executive have agreed to enter into this Agreement to
reflect the terms of certain compensation to be paid to Executive beginning with
fiscal year 2004 with respect to the commercial real estate projects developed
or purchased by CDCLP and Centex-Vista during Executive's employment with CDCLP
or Centex-Vista. This compensation, which is in addition to Executive's salary
and bonus, will be referred to as a "carried" or "profits" interest in the
earnings generated by those projects.

                                    AGREEMENT

         NOW, THEREFORE, CDCLP and Executive mutually undertake and agree as
follows:

1.       Profits Interest.

         A.       Within 60 days after the end of each fiscal year, beginning
                  with fiscal year 2004, CDCLP will pay to Executive a Profits
                  Interest (herein so called) in an amount equal to the sum of
                  the following:

                  (1)      6% of the Net Operating Earnings generated by the
                           operation of the Existing Projects; plus

                  (2)      6% of the Net Sales Earnings generated by the sale of
                           the Existing Projects; plus

                  (3)      5% of the Net Operating Earnings generated by the
                           operation of the the New Projects; plus

                  (4)      5% of the Net Sales Earnings generated by the sale of
                           the New Projects.


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         B.       For purposes of calculating the Profits Interest to be paid to
                  Executive, the following defined terms apply:

                  (1)      "Net Operating Earnings" means rental income, minus
                           operating expenses (including maintenance, property
                           taxes and insurance), depreciation and interest
                           expenses. For purposes of calculating "Net Operating
                           Earnings", there will be no charge for income taxes
                           or overhead.

                  (2)      "Net Sales Earnings" means gross sales proceeds, plus
                           Deferred Earnings realized upon the sale to a third
                           party, minus project development and construction
                           costs, other capitalized items (e.g. tenant
                           improvements), sales costs (including commissions and
                           other closing expenses), depreciation and
                           amortization.

                  (3)      "Deferred Earnings" means the difference between the
                           value at which land is transferred from Centex-Vista
                           to CDCLP and the basis at which the land is carried
                           on the books of Centex-Vista.

                  (4)      "Existing Projects" means the real estate projects
                           listed on Exhibit A attached to this Agreement.

                  (5)      "New Projects" means (i) the real estate projects
                           listed on Exhibit B attached to this Agreement, and
                           (ii) new real estate development projects that (A)
                           have been approved by the Chief Executive Officer of
                           CDCLP by March 31, 2003, as evidenced by the signing
                           of a financial package (e.g. a Board approval
                           package) by the Chief Executive Officer, and (B) are
                           ultimately completed by CDCLP. "New Projects"
                           specifically excludes undeveloped land and any
                           Existing Projects.

         C.       No overhead charge, capital charge or credit will be applied
                  to the calculation of Net Operating Earnings or Net Sale
                  Earnings.

         D.       Executive is not entitled to a Profits Interest with respect
                  to Desert Sky Festival Shopping Center (Westfest LLC), since
                  Executive already owns a direct ownership interest in that
                  project.

         E.       Other than as set forth in a separate letter agreement between
                  CDCLP and Executive, Executive is not entitled to a Profits
                  Interest on any earnings generated by the sale of undeveloped
                  land after March 31, 2003.

         F.       This Profits Interest is paid to Executive separate and apart
                  from Executive's other compensation as an employee of CDCLP:
                  (1) an annual salary; and (2) an annual bonus ("Bonus") based
                  on a percentage of the "bonus pool" established for senior
                  employees of CDCLP. The "bonus pool" is calculated as a
                  percentage of the net operating earnings of CDCLP and
                  Centex-Vista. Because the Profits Interest is also based on
                  the operating earnings from certain Existing Projects and New
                  Projects within CDCLP and Centex-Vista, the Net Sale Earnings
                  and Net Operating Earnings used for calculating the Profits
                  Interest will be excluded for purposes of calculating
                  Executive's Bonus. If Executive resigns from employment with
                  CDCLP or is terminated by CDCLP (other than for acts of theft,
                  embezzlement, fraud, dishonesty or other illegal acts), CDCLP
                  will pay to Executive the Bonus accrued through the date of
                  termination.


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2.       Payment of Profits Interest After Employment.

         A.       If Executive resigns from employment with CDCLP or is
                  terminated by CDCLP (other than for acts of theft,
                  embezzlement, fraud, dishonesty or other illegal acts), CDCLP
                  will continue to pay to Executive the Profits Interest each
                  year in the manner described in Section 1, above. However,
                  CDCLP may elect at any time to make a Lump-Sum Profits
                  Interest Payment (as defined below) to Executive, in lieu of
                  making annual payments to Executive under Section 1.

         B.       For purposes of calculating the Lump-Sum Profits Interest
                  Payment to be paid to Executive, the following defined terms
                  apply:

                  (1)      "Lump-Sum Profits Interest Payment" means the sum of
                           (a) any Profits Interest accrued through the date of
                           termination, (b) the Lump-Sum Profits Interest
                           Payment (Existing Projects), and (c) the Lump-Sum
                           Profits Interest Payment (New Projects).

                  (2)      "Lump-Sum Profits Interest Payment (Existing
                           Projects)" is equal to 6% of the sum of:

                           (a)      the difference between:

                                    (i)      the Aggregate Fair Market Value of
                                             all of the Existing Projects, and

                                    (ii)     the cost book basis of CDCLP or
                                             Centex, as the case may be, in all
                                             of such Existing Projects; plus

                           (b)      the Deferred Earnings relating to Existing
                                    Projects.

                  (3)      Lump-Sum Profits Interest Payment (New Projects)" is
                           equal to 5% of the sum of:

                           (a)      the difference between:

                                    (i)      the Aggregate Fair Market Value of
                                             all of the New Projects, and

                                    (ii)     the cost book basis of CDCLP or
                                             Centex, as the case may be, in all
                                             of such New Projects; plus

                           (b)      the Deferred Earnings relating to New
                                    Projects.

                  (4)      "Aggregate Fair Market Value" means the total fair
                           market value of the Existing Projects and the New
                           Projects, as mutually agreed upon by CDCLP and
                           Executive at the time that CDCLP elects to make a
                           Lump-Sum Profits Interest Payment. If CDCLP and
                           Executive are unable to reach an agreement, the
                           Aggregate Fair Market Value will be determined by an
                           appraiser mutually acceptable to CDCLP and Executive.


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3.       Term. This Agreement will continue in full force and effect until all
         of the Existing Projects and the New Projects have been sold and CDCLP
         has paid to Executive the last component of the Profits Interest.

4.       Miscellaneous.

         A.       This Agreement will be governed by, and construed and
                  interpreted in accordance with, the substantive laws of the
                  State of Texas without giving effect to any conflict-of-laws
                  rule or principle that would result in the application of the
                  laws of another jurisdiction.

         B.       For fiscal year 2003, Executive's salary, bonus and other
                  compensation will be determined under the 2001 Agreement. The
                  terms of this Profits Interest Agreement become effective for
                  compensation earned during fiscal year 2004 (after March 31,
                  2003).

         C.       This Agreement expresses the entire agreement between
                  Executive and CDCLP with reference to the subject matter of
                  this Agreement and supersedes all prior written or oral and
                  all contemporaneous oral discussions, arrangements,
                  negotiations, and agreements with respect to the subject
                  matter of this Agreement. No waiver, modification, or
                  amendment of this Agreement or of any covenant, condition or
                  limitation in this Agreement will be valid, unless it is in a
                  written document signed by the party most detrimentally
                  affected by the waiver or modification. The parties further
                  agree that the provisions of this paragraph may not be waived
                  except as in the manner described in this paragraph.

         D.       If attorneys' fees or other costs and expenses are incurred to
                  secure performance of any of the obligations described in this
                  Agreement, or to establish damages for the breach or default
                  under this Agreement or to obtain any other appropriate
                  relief, whether by way of prosecution or defense, the
                  prevailing party (which will be the party who receives the
                  substance of the relief sought) will be entitled to recover
                  reasonable attorneys' fees and costs incurred in such action.

         IN WITNESS WHEREOF, the parties to this Agreement have executed and
delivered this Agreement in Dallas, Texas as of the day and year first above
written.

EXECUTIVE:                        CDCLP:

                                  CENTEX DEVELOPMENT COMPANY, L.P.,
                                  a Delaware limited partnership

                                  By:   3333 Development Corporation,
------------------------                a Nevada corporation
Richard C.  Decker
                                        By:
                                           -------------------------------------
                                           Stephen M.  Weinberg
                                           President and Chief Executive Officer

12803



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                                    Exhibit A

                                Existing Projects





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                                    Exhibit B

                                  New Projects


Northfield B, F & G
Camarillo Ranch VI
Camarillo Business Center (existing building occupied by G&H only)
Hilltop Business Center
CC Desoto




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